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Preface | ||
About the Author | ||
Acknowledgments | ||
Chapter 1 | Introduction | |
1.01 | Introduction | |
1.02 | Overview of This Book | |
1.03 | Recent Major Developments | |
1.04 | Action by Self-Regulatory Organizations | |
Chapter 2 | Managerial Structure of a Corporation | |
2.01 | Corporate Managerial Structure | |
2.02 | Directors | |
2.03 | Officers | |
2.04 | Committees | |
Chapter 3 | Duty of Care | |
3.01 | Introduction | |
3.02 | Checklist: A Risk-Reducing Program | |
3.03 | State Statutes, Model Statutes and the Duty of Care | |
3.04 | Checklist: Directors' Performance | |
3.05 | Prudent Person in Like Position Standard | |
3.06 | Personal Business Affairs Standards | |
3.07 | Reasonable Inquiry Standard | |
3.08 | The Rule of Common Law | |
3.09 | Fiduciary Duty Problems | |
3.10 | The Duty of Loyalty | |
3.11 | Business Judgment Rule | |
3.12 | Breach of Duty of Care | |
3.13 | Attack on Care in Business Decisions | |
3.14 | Reliance on Advice of Counsel | |
3.15 | Reliance on Advice of Corporate Employees and Experts | |
3.16 | Model Business Corporation Act Provisions Concerning Attorneys and Other Experts | |
3.17 | State Statutory Considerations of the Reliance Defense | |
3.18 | Checklist: Reliance Defense | |
3.19 | Reliance on Reports Issued by Board Committees | |
3.20 | Delegation to Committees | |
3.21 | Reliance on Corporate Books and Records | |
3.22 | Reliance on Corporate Books and Records: Declaration of Dividends | |
3.23 | Dealing with Accountants | |
3.24 | Improperly Influencing Audits under Sarbanes-Oxley Act | |
3.25 | Challenging Directors' Decisions | |
3.26 | Supervision by Directors and Officers | |
3.27 | Causal Relationship Between Director Breach and Damages | |
3.28 | Improper Distributions | |
Chapter 4 | Conflicts of Interest | |
4.01 | Introduction | |
4.02 | Competition by a Fiduciary | |
4.03 | Examples of Conflict of Interest Transactions | |
4.04 | Loans | |
4.05 | Secret Profits | |
4.06 | Voting Considerations | |
4.07 | Forms: Resolutions | |
4.08 | Disinterested Director Ratification | |
4.09 | The Dominating Director | |
4.10 | Minority Shareholders | |
4.11 | Duty to Safeguard Confidential or Inside Information | |
Chapter 5 | Corporate Opportunity | |
5.01 | Overview | |
5.02 | Guth v. Loft: Line of Business Test | |
5.03 | Interest or Expectancy Test | |
5.04 | Fairness Test | |
5.05 | Major Elements-In General | |
5.06 | Opportunity and Corporate Business | |
5.07 | Corporate or Individual Capacity | |
5.08 | Corporate Resources | |
5.09 | Acquisition of Competitive Interest | |
5.10 | The Corporation's Rejection of an Opportunity | |
5.11 | Financial Capacity | |
5.12 | Variations in Director Relationships | |
5.13 | Closely Held Corporations | |
5.14 | Competition with the Corporation | |
5.15 | Pointers for Corporate Planning | |
Chapter 6 | Selling Control | |
6.01 | Corporate Control | |
6.02 | Specific Qualifications to General Rule | |
6.03 | Misappropriation of Assets or Opportunities | |
6.04 | Sale of Corporate Office | |
6.05 | Corporate Looting | |
6.06 | Fraud Associated with Purchases from Minority Shareholders | |
6.07 | Breach of Fiduciary Duty | |
6.08 | Control and Closely Held Corporations | |
6.09 | Nonselling Directors' Liability | |
6.10 | Impact of Federal Securities Law | |
Chapter 7 | Directors' Role in Tender Offers | |
7.01 | Overview | |
7.02 | Anti-Takeover Measures | |
7.03 | Two-Tier and Squeeze-Out Mergers | |
7.04 | Golden Parachute Agreements | |
7.05 | Poison Pill Plans | |
7.06 | Greenmail | |
Chapter 8 | Potential Liability-Tender Offers | |
8.01 | Introduction | |
8.02 | The Watershed Year | |
8.03 | Business Judgment Rule in Takeovers: Overview of Enhanced Scrutiny | |
8.04 | Business Judgment Rule in Takeovers: Norm Is Enhanced Scrutiny with Some Changes | |
8.05 | Pac-Man Defense | |
8.06 | Defensive Antitrust Acquisitions | |
8.07 | Williams Act | |
8.08 | Self-Tender Offers | |
Chapter 9 | Implementing Mergers and Acquisitions | |
9.01 | Overview | |
9.02 | Checklist: Steps in a Merger | |
9.03 | Checklist: The Merger Agreement | |
9.04 | Agreement of Merger (Delaware Corporations) | |
9.05 | Securities Law Considerations in a Friendly Business Combination | |
9.06 | Securities Considerations in Tender Offers | |
9.07 | State Law Considerations | |
9.08 | Antitrust Considerations | |
9.09 | Tax Considerations | |
9.10 | Accounting Considerations | |
9.11 | Labor Law Considerations | |
9.12 | M&A Activity Involving Closely Held Corporations, Controlling Shareholders, and Partnerships | |
9.13 | Contract Right between Stockholders of a Close Corporation to Permit One to Purchase Stock from the Other | |
9.14 | The Standard of Review in M&A Transactions | |
9.15 | A Glossary of Takeover Terms and Tactics | |
Chapter 10 | Liability Under Federal Securities Laws | |
10.01 | Overview of Federal Securities Laws and Securities Defined | |
10.02 | Liability under the Securities Act | |
10.03 | Liability under the Exchange Act | |
10.04 | Liability under the Sarbanes-Oxley Act of 2002 | |
Chapter 11 | Dividends and Other Corporate Distributions | |
11.01 | Definition of Dividend | |
11.02 | Form: Provision for Declaration of Dividends | |
11.03 | Funds from Which Dividends May Be Paid | |
11.04 | Cash Dividends | |
11.05 | Form: Mandatory Provision for Declaration of Dividend | |
11.06 | Stock Dividends | |
11.07 | Form: Dividend Payment on Jointly Held Stock | |
11.08 | Stock Splits | |
11.09 | Form: Declaration of a Stock Dividend | |
11.10 | Wasting Assets Corporations | |
11.11 | Form: Declaration of Cumulative Preferred Dividend | |
11.12 | Directors' Discretion and Duty to Pay Dividends | |
11.13 | Form: Time for Declaration of Dividend (Two Classes of Common Stock) | |
11.14 | Directors' Discretion and Minority Shareholders | |
11.15 | Necessary Dividends | |
11.16 | Directors' Liability for Improper Dividends | |
11.17 | Personal Liability | |
11.18 | Directors' Defenses | |
11.19 | Contribution | |
11.20 | Liability of Stockholders | |
Chapter 12 | Nonprofit Corporations | |
12.01 | Overview | |
12.02 | Fiduciary Duties of Officers and Directors | |
12.03 | Penalties Under Federal Tax Law | |
12.04 | Revised Model Nonprofit Corporation Act; State Statutes | |
Chapter 13 | Indemnification and Insurance | |
13.01 | Overview | |
13.02 | Indemnification Statutes-In General | |
13.03 | Specific States | |
13.04 | Indemnification and Contribution under Federal Law | |
13.05 | Directors' and Officers' Liability Insurance | |
13.06 | Insurance-The Basics | |
13.07 | Extent of Coverage | |
13.08 | Sarbanes-Oxley | |
13.09 | Tax Law Treatment of Indemnification and Insurance | |
Appendix A | The Sarbanes-Oxley Act | |
Appendix B | New NYSE Rules | |
Appendix C | New NASDAQ Rules | |
Table of Cases | ||
Index |
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Add Representing Corporate Officers and Directors, Thanks to the numerous recent corporate and accounting scandals, corporate officers and directors now face a host of new problems ranging from a blizzard of new legislation, rules, and responsibilities, to increased SEC oversight, new NYSE and NASDAQ list, Representing Corporate Officers and Directors to your collection on WonderClub |